UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  December 21, 2017

ESSENDANT INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (847) 627-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 21, 2017, the Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Essendant Inc. (the “Registrant”) approved a compensation program for Richard D. Phillips. Mr. Phillips was appointed President and Chief Executive Officer of the Registrant on October 24, 2017, at which time his compensation arrangement from his prior term as Interim President and Chief Executive Officer remained in effect. The compensatory changes approved by the Committee reflect adjustments to Mr. Phillips’ compensation commensurate with his new role as President and Chief Executive Officer. The compensation changes approved include:

On December 21, 2017, the Committee also approved an Amended and Restated Executive Employment Agreement between the Registrant, Essendant Co. and Essendant Management Services LLC (collectively, the “Company”) and Mr. Phillips (the “Employment Agreement”) providing for enhanced severance benefits for Mr. Phillips commensurate with his role as President and Chief Executive Officer. In the event of a qualifying termination, Mr. Phillips’ severance benefits will equal two times his base salary, plus an amount equal to two times his target annual cash incentive, plus an amount equal to the pro-rata actual cash incentive award which would otherwise be payable for the calendar year during which the qualifying termination occurs, and 24 months’ continued medical and/or dental insurance coverage; these amounts would increase to three times base salary, three times target annual cash incentive, an amount equal to the pro-rata actual cash incentive award which would otherwise be payable for the calendar year during which the qualifying termination occurs, and 36 months’ insurance coverage if the termination were to occur on or within two years following a change of control.

Mr. Phillips’ compensation program and the amended Employment Agreement were approved by the Board on December 21, 2017.

Item 9.01Financial Statements and Exhibits.

The following exhibits are filed herewith:

Exhibit No.Description

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.